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Bill > A3606
NJ A3606
NJ A3606Updates law governing votes by shareholders for items other than for election of members to board of directors.
summary
Introduced
01/13/2026
01/13/2026
In Committee
01/13/2026
01/13/2026
Crossed Over
Passed
Dead
Introduced Session
2026-2027 Regular Session
Bill Summary
This bill updates the statute governing voting by shareholders for items other than for the election of members to the board of directors. Current law specifies that whenever any action, other than for the election of directors, is to be taken by vote of the shareholders, it is to be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote, unless a greater vote is required by the certificate of incorporation or another section of current law. Under the bill, it provides that a requirement that calls for an action to be authorized by a majority of the shareholders present or represented by proxy at the meeting and entitled to vote on the subject matter may be provided for in and authorized by the bylaws of the corporation.
AI Summary
This bill updates the law regarding how shareholders vote on company matters that are not related to electing members to the board of directors. Currently, such actions require a majority of the votes cast by shareholders who are eligible to vote, unless the company's founding documents or other laws require a higher threshold. The bill introduces a change that allows a corporation's bylaws, which are internal rules, to establish a requirement that an action be approved by a majority of the shareholders present or represented by proxy at a meeting and entitled to vote on that specific issue. This provides corporations with more flexibility in defining voting requirements for non-director elections.
Committee Categories
Business and Industry
Sponsors (1)
Last Action
Introduced, Referred to Assembly Financial Institutions and Insurance Committee (on 01/13/2026)
Official Document
bill text
bill summary
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bill summary
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bill summary
| Document Type | Source Location |
|---|---|
| State Bill Page | https://www.njleg.state.nj.us/bill-search/2026/A3606 |
| BillText | https://pub.njleg.gov/Bills/2026/A4000/3606_I1.HTM |
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